with you
by CarleyEverett
Summary: What would happen if the events from the game went differently and different people died? This is basically a story where Carley does not get shot. How would Carley and a few others remaining alive instead of dying impact future events? ( Yes, there is CarLee in this story. )
1. Chapter 1

Chapter One: In the bushes

It had been 3 months since the group arrived at the motor inn. Everyone felt safe there, well as safe as you could feel during a zombie apocalypse. In the middle of the motor inn was an RV, which the group members would take turns sitting on top of and keep watch with a riffle. Today Lee had the first shift.

As he sat on top of the RV he looked down at Clementine, smiling and watching her and Duck kick the soccer ball back and forth. As much as he wanted to go down there and join them, he couldn't he had to stay on his watch or he would have to suffer listening to Lilly lecture him. Suddenly he heard someone climbing up the ladder of the RV behind him, causing him to turn around quickly. To his relief, it was only Carley. "Hey Carley" he greeted.

"Hey" she reached the top of the RV and sat down on the roof next to his chair. "How's your watch going?"

"Good I haven't seen anything so far, which is good." He smiled looking at Carley, he really did enjoy her company. He may even have a little crush on her, but he wasn't going to say anything, he didn't want to ruin their good friendship.

"What?" She laughed, noticing him smiling at her. She felt the same way as he did, but they both just didn't know it yet.

Lee, realizing that he had been smiling at her, shook his head. "It's nothing" he chuckled "just glad it's been a relatively peaceful day."

"Yeah, I hear ya." Carley replied, then looking down at clementine and Duck, who were playing and laughing. "I'm glad they're finally having some fun around here. Good thing you found that soccer ball on your run."

"Yeah, me too. I-" Before he could finish he was interrupted by a loud gunshot that sounded fairly close by. "Shit.." He mumbled, aiming his riffle at the front gate.

"That gunshot sounded pretty close to us, let me go check on everyone and see if they saw anything." Carley offered while climbing down the ladder.

"Thanks." Lee said still aiming at the front gate, not wanting anyone to sneak in or hurt anyone.

"Carley!" Clementine ran over to the small woman and grabbed her hand. "W-what was that?" She asked in fear, hoping no one was hurt.

Carley held Clementines hand, knowing that Lee was busy. "It was a gunshot, don't worry no one was hurt." She stated, hoping to have calmed the young girl in some way. "Do you want to come with me to ask the others if they saw anything?"

Clementine nodded, she loved helping figure things out, or with just anything. It made her feel like she was one of the adults and she felt more mature. "We're a team, Lee too." She said smiling.

"Yes we are." Carley smiled back. She was about to ask where Duck was when she saw Katjaa, already comforting him. As Carley led Clementine over to Lilly, they passed Larry who was still working on the wall, seeming to be unfazed about what they had all heard. "Hey, Lilly did you hear that?" She asked as they approached Lilly sitting on one of the lawn chairs looking at the front gate.

Lilly looked at Carley, glad someone else heard it too. "Yeah, it sounded really close, then I heard a ruffle in the bushes over there." She said as she pointed over to the fairly large bush not to far from the motel.

"Think we should go check it out?" Carley didn't really like working with Lilly, but if it would prevent something bad from happening to the group, she was willing to.

"Yeah, good idea. I'm not dealing with some bandits or shit like that." Lilly growled as she got up and walked over to a bin full of some weapons to grab a gun.

"Swear." Clementine said innocently, and looked up at Carley "Can I come with you guys?"

She was glad that Clementine wanted to help but didn't want to put the little girl at risk of getting seriously hurt, if that person had a gun it definitely would not be safe. "Clem, I think you should stay here, it's a little too dangerous for you to go out there. For all we know there could be walkers." Carley said as she ruffled Clementines black curly hair. "But if you want to help, I think Lee would love to have you help him keep watch, why don't you go up there on the RV with him?"

Clementine sighed slightly that she couldn't go with Carley and Lilly to see what was going on, but she was glad she could help Lee, he was like her second father. She was not trying to replace her parents at all but she had just considered him a father figure, no longer having hers with her. "Okay, will you walk me over? I'm kind of scared." Which she was, she was afraid someone would burst through the gate at any moment and start killing her friends, or her.

"Of course, and don't worry no one is going to get in. I promise you that." Carley said, putting her arm around Clementine and started walking with her towards Lee. She was definitely not going to let anyone get in and hurt that child, or anyone else for that matter.

Lee watched as the two girls approached him, still holding his gun. "Everything okay?" He asked wondering if they had found anything out.

"Yeah, Lilly and I are going to go check things out, Clementine wants to know if she can help you on your watch." Carley let go of Clementine and let her climb up the ladder to Lee.

"Of course, but are you sure you guys don't need me to go?" Asked Lee as he received a hug from Clementine, and returned it.

"Lilly will be pissed if no one is on watch, you know that." She said as she saw Lilly walking over from the corner of her eye.

"Yeah, I would be. Are you two done gossiping now? Or would you like me to just wait an hour until you're done" Lilly sarcastically said, she was not in the best mood, she just wanted to get it over with.

"Actually.." Lee sarcastically said back, when he was stopped by Carley.

"Lee, just don't." She said, wanting to laugh but knew that would only make Lilly angrier, and now was not the time for drama.

Outside of the motor inn...

Carley and Lilly crept quietly over to the bush, crouching behind a trash bin. "So, what's the plan?" Carley asked quietly in a whisper, her brown eyes looking at the surroundings around them, making sure no one was sneaking up on them.

Lilly just crept closer to the bush, motioning for Carley to follow her, which she did. As they approached the bush they saw two men sitting and looking into the motor inn, both Lilly and Carley gave each other a side glare and nodded as they both got ready to each take one of the men out.

Carley was the first to take action grabbing the man, and putting her gun to his head, she wasn't going to shoot yet. What if they weren't the cause of the gunshot? She thought.

Then Lilly followed Carleys actions and asked loudly, "who the hell are you?"

"And what the fuck are you doing outside of the motor inn just staring? What was that gunshot?" Carley added. The man she was holding was struggling trying to get out of her grip, but she wasn't letting go. They couldn't be bandits, they didn't have masks like the other ones they had seen so, who were they? And what did they want?

The man Lilly was holding somehow got out of her grip and grabbed Lilly pinning her to the brick wall outside of the motor inn, when all of a sudden another gunshot was heard, and the man fell to the ground, Carley and Lilly both looked to the source of the noise, relieved to see it was Lee, but worried because the noise might have attracted walkers.

"What the hell?!" The man in Carleys grip shouted. "You don't even know us and you're just going to kill us?" He argued still attempting to get away.

"What were you doing outside of our motor inn?" Carley asked again, getting irritated, not having her question answered.

"We were just going to ask for some food!" He answered "that's all!"

"Really? Then explain that gunshot, and that gun laying over there in the bushes." Lilly argued back.

Knowing he had no other options he gave in. "Okay we were going to shoot the person on watch and steal supplies, but my friend is a horrible shot, and missed terribly. Then we ran into the bushes to hide."

"So you are one of those bandits.. Shoot him Carley!" Lilly ordered, not caring what happened to this man.

As Carley tightened her finger on the trigger, he elbowed her in the side hardly, and she slid backwards slightly, causing the bullet to go into his shoulder instead of head. The man still, fell to the ground groaning as Carley tackled him and pointed the gun to his forehead, putting a bullet straight through his brain.

"Lets get back inside before walkers show up." Lilly said, grabbing the two mens guns. And walking towards the gate.

"Yeah I just hope they don't have more planning to show up. " Carley walked through the gates and over to Clementine and Lee. "Thanks for helping us." She smiled and put her hand on his shoulder. "Nice shot, by the way."

Lee smiled at the compliment and was slightly dazed by her touch. "No problem, couldn't let you get hurt. "

"And, I'd like to talk later, when you've got a minute." Carley smiled and walked away to explain to the others what had just happened. She really hoped it could turn peaceful for the rest of the day, but somehow doubted it.

"Alright clem, it's safe to go back to playing, thanks for helping me on watch you were a big help." Lee praised Clementine. Hoping that she wasn't to scared to go back to having fun with Duck. He enjoyed hearing their laughter and seeing their smiling faces.

"Alright, and thanks Lee" she said smiling proudly and walking over to see if Duck was ready to play. Secretly she was still a little scared more bad people would come. But she knew she'd always have Lee and Carley to protect her which gave her some piece of mind.


	2. Chapter 2 The Dairy

**Chapter 2 **

Hours had passed since the earlier incident and everyone was getting ready to go to their rooms for the night. Al except for Lilly who had the night shift for tonight. She climbed on top of the RV setting the riffle down next to her and sitting in the lawn chair preparing for the long night ahead of her. She looked down from the RV to see the rest of the group saying goodnight and putting supplies away. When all of a sudden her eyes wondered over to two particular people, Lee and Carley. Whatever Lee had said made Carley laugh. They were always talking, in a way it irritated her, she just looked away and decided to keep a close watch on the outside of the motel, especially after todays incident.

Lee looked at Carley and smiled, he loved making her laugh. But then wondered what she had really wanted to talk about. "So what is it you wanted to talk about?"

Carley opened her mouth to speak but was interrupted by Clementine running over to them. "Lee, I'm tired can you take me to my room?" Asked a sleepy, tired looking Clementine.

Lee looked at Clementine, then Carley. "Sure, sweet pea" he grabbed the little girls hand "and Carley, we can talk in my room, okay?" Carley nodded as Lee walked away with Clementine, she started walking towards Lees room hoping no one would notice her going In there.

He gently tucked the little girl under the big, warm, red blanket as she closed her eyes slightly. "Goodnight, clem" he said softly, kissing her forehead.

"Goodnight, Lee" came the reply. As Lee was about to walk out she added, "Do you think those bad people are going to come back?"

Not sure what to say, Lee decided to give his most honest answer. "I'm not really sure, Clem. But trust me they won't get in as long as any of us have anything to do with it, don't worry, alright?"

"Mhmm" she replied sleepily, the answer comforted her somewhat. She was about to say something else when her eyelids closed and she drifted off into a deep comfortable sleep.

Lee smiled and walked out of her room closing the door quietly and heading to his room to talk to Carley. Secretly, he was happy to finally get some alone time with her, with just the two of them. As he reached his room he opened the door and walked inside sitting next to Carley on the bed.

"She fell asleep already?" Carley asked, surprised that he was back so soon.

"Yeah she was drifting off between sentences." He said chuckling slightly. "So, what did you want to talk about?"

She looked over at Lee, not quite sure how to say it. But she wanted to tell him."Lee, I've been thinking a lot.. About you. " she finally got the words out scared of what his reaction might be.

He knew what she meant. "I, uh think about you too" he admitted smiling at her, and hoping that what he thought she meant was what it actually was.

She blushed slightly, not really sure what to say next. When all of a sudden her emotions took hold of her and she leaned in to kiss him, which he mirrored her actions bringing them into a deep passionate kiss. After a few seconds, which seemed longer, they backed away slowly. "I uh.." Was all she could get out before Lee grabbed her and pulled her down to cuddle with him on the bed. She laid her head on his chest, feeling comfortable and protected around him, as he put his arms around her.

"I love you, Carley." Lee admitted as she looked up at him smiling. "I love you too, Lee." She replied honestly. As they both laid cuddling in the bed they soon both drifted off to sleep, feeling peaceful for once having each others presence.

**In the morning **

Clementine got up and immediately walked to Lees room to go wake him up, as she walked in she saw Carley and Lee, cuddling on the bed together asleep. She couldn't help but smile. She loved them both and it reminded her of how her parents acted, and she was glad to see Lee so happy when him and Carley were together. She decided not to wake them up and walked over to Duck who was playing with a rock. "Hi, Duck!" She said, hoping he had a good idea for a game they could play.

The young boy looked up at his friend "hi!" He replied back excitedly. "Want to play cops and robber? I'll let you be the robber this time." Clementine nodded as she stole his rock and ran away, while Duck chased after her. "Stop right there!" He yelled playfully "don't make me get my taser!"

Lees eyes opened slowly as they got used to the bright sunlight seeping through the window. He looked down and smiled at Carley who was still peacefully asleep in his arms. She was still beautiful when she slept, like she was all the time, he thought.

Soon, Carleys brown eyes fluttered open, as she met Lees gaze and smiled. "Good morning." She said softly.

"Good morning." He replied as he kissed her temple lightly and smiled down at her.

She sat up and leaned against him. "Think we should go out there before they start wondering where we are?" She asked, not wanting the group to get suspicious of them.

"Good idea." He said getting off the bed as she did the same. Then, they both walked out of the room quietly, they didn't want the group to know about their relationship. That meant they had to be careful not to let them see their little flirting that they did once and a while.

Kenny looked down at them, it was his turn on watch duty, he noticed that Lee seemed happier that morning and wondered why. Maybe he has a good idea to get this RV working he thought. "Hey Lee." Kenny greeted and waved to his friend.

"Hey, ken." Lee waved back as he walked over to him. "How's your watch duty going?" Kenny just glared at Lilly and shook his head. Lee knew what that meant, Lilly must have been lecturing him or complaining about something he was doing. "Ah, I hear ya." Lee said slightly grinning.

"Lee!" Clementine greeted."You're awake!" The little girl grabbed his hand and started dragging him towards where Duck was sitting with Carley. "Come draw with us, katjaa found us some more chalk!"

"Okay, Clem. " he smiled and followed her. As they approached he looked at Carley and smirked. Clementine noticed and started giggling. "What's so funny Clem?" Lee asked.

"It's nothing." She said, smiling because she knew they liked each other. She sat down beside Carley as she was handed a piece of chalk.

Lee sat beside Carley, because Duck had already filled the empty spot next to Clementine. He felt Carleys shoulder touching his and smiled slightly to himself. "So, Clem what are we drawing today?"

"Hmm.. Ma-" before she could finish she was cut off by Duck. "We should draw a city being saved by superheroes! " Duck said enthusiastically. "Yeah that would look cool." Clementine agreed and started to draw.

Lilly walked passed the group of drawing people. "Way to help out." She muttered to herself. And went over to her dad who was working on the wall as they started chatting about what was best for the group.

As Lee was watching the two children color he felt a hand slip into his, he looked to his right, seeing it was Carleys as she smiled at him. He laid his head against hers squeezing her hand gently. Both of them completely forgetting about the rest of the group.

Clementine looked up slightly and smiled, then getting back to her coloring.

**About a half hour later. **

Mark was on watch, as he was looking into the distance he saw two figures appearing from behind a tree, they looked to he coming closer to the motor inn. "Guys, we have company." Mark said in a loud voice. "And they're not walkers."

The rest of the group immediately got up and walked over to where mark was. Clementine grabbed Lees arm and stood behind him. Duck ran to his moms side clutching her jacket. "Back off!" They all heard Carley shout and turned to look at her. She was aiming her gun towards the men who were fairly close to their was the first to walk over to her side. "Carley.." Lilly said.

The group questioned the two strangers who had told them that they had food and would trade it for gasoline and that the group could come visit their so called Dairy. Now, the whole group was looking at Lee. "Lee, what's it gonna be?" Lilly asked waiting for a response. Lee had to think about it for a while, could they really trust these people? They were being a little too friendly in his opinion. "I think we should stay here..I mean we don't really know these people."

"Lee, they have food! I think we need to take this chance." Kenny stated. "I can't believe I'm saying this but I agree with Kenny." Lilly said "lets vote."

"Dad?" Lilly said turning towards him. "You betcha, pumpkin." He said. "Kenny, Katjaa?" They both nodded. "Mark?" Mark thought for a minute. "Yeah, if they have food I think we should." He stated. "Carley?" Carley looked at Lee for a second and then thought about it, she had a bad feeling about them as well. "No, I don't trust them." She said honestly. Lilly looked at her and crossed her arms. "Well most of the group agrees, so we're going." Lilly stated. "Lee you, Ben and Mark go check the place out, see if it's legit, the rest of us will stay here until you find out more about the place." Lee nodded.

Carley walked up to Lee "I'm coming with you, I've got your back if anything seems fishy." She said, not wanting to let Lee go there alone with just Mark, Ben and those creepy strangers. He smiled and nodded, then they walked out of the gates and walked behind the others.

Lee smiled and looked around, seeing that no one was looking he stopped walking, grabbed Carley and kissed her passionately on the lips. As they backed their faces away slowly they rested their foreheads against each others. Carley smiled and grabbed Lees hand as they started walking again.

"It's nice to get away from that motel." Carley said. "This Lilly, Kenny thing is getting annoying. Personally I'd be happier if you started to take charge more. "

"You really think they'd want me for a leader?" Lee asked curiously.

"Of course, everyone looks up to you." She said honestly.

"Not so sure everyone would see it that way." He sighed slightly.

"Because of your past? Does anyone else know?" She asked, wondering who else could have known.

Lee nodded. "Larry knows, and clementine knows. She heard us when we were talking at the drugstore, I couldn't lie to her. "

"Ah, Larry knows. That can't be easy." She said sympathetically. "Look, I've reported on some pretty messed up shit, I've seen situations like yours hundreds of times. It doesn't have to make you a bad man."

Lee smiled "Thanks, I uh, really appreciate that."

She just looked up at him and smiled while laying her head against his shoulder as they walked.

**At the dairy... **

After being introduced to Brenda , the two men's mother, Mark suggested they bring the whole group over to the dairy for the day which seemed like an okay idea to Lee at the time, as long as they had each other they outnumbered the , they most likely wouldn't try anything.

"Why don't I head back and get the group rounded up for the trip over here." Suggested Carley, which Lee looked at her unsure if she should go.

"Better take someone with you, those roads can be dangerous." Andy stated.

"I can handle myself." Carley said, causing Lee to smile. She was very independent and didn't like to rely on others to protect herself.

"Why don't you go ahead and take Ben along with you anyway?" Mark suggested as he handed Carley a rifle, as she nodded.

"Take care of yourself Lee." Carley said as she lightly brushed her hand across his forearm, then heading towards the fence. "See ya in a while." She said to the rest to the group as her and Ben walked off of the Dairy farm property.

Mark looked at Lee and grinned, he had noticed how Carley acted towards him.

Lee was still watching Carley walk away when he felt marks eyes staring into the back of his head. "What?" Lee turned around smirking slightly.

"Oh, nothing just seems like you and Carley are getting along." Mark said.

"We always have." Lee retorted. "Anyway, Andy, Danny? Do you guys need help with anything?" He looked around the seemingly untouched land.

"Yeah, actually, do you two think you could check the perimeter of these fences? Sometimes the dead get caught in them and I've gotta work on this generator." Andy motioned his hand towards an old looking generator. "I'll turn the fences off while you guys look."

"Alright, sure." Lee said as him and Mark walked towards the outer perimeter.

Back at the motel..

As Carley walked through the gate of the motor inn the group came over to her and Ben, obviously having a ton of questions about the Dairy.

"Is it as safe as they say it is?" Kenny asked hopeful.

"It-" before Carley could continue Lilly interrupted her with another question.

"Where are the others and whats in the basket?" Lilly asked impatiently.

"Okay first, yes it's safe there is an electric fence around the whole perimeter of the Farm, Lee and Mark stayed there because the suggested we go over there for the day, and as to what is in the basket, it's biscuits they apparently baked fresh this morning. " Carley was relieved to finally finish explaining as she handed the basket to Lilly.

"That sounds like a good idea, are they making dinner or something?" Kenny once again asked a question.

"Yeah but I-" before Carley could finish she was interrupted by Lilly again. She hated it when Lilly did that, which she did very often.

"Is this all they gave you?" Lilly looked into the basket of a few biscuits.

"Actually..." Carley looked over towards Ben and just motioned her arm towards him. "He kind-" once again she was interrupted in mid sentence. She groaned in frustration, wanting to tell Lilly off badly but decided she didn't want to start any unnecessary argument.

"Ben, since you ate some of the food on the way here, you wouldn't mind missing dinner, RIGHT?" Lilly stated, it wasn't much of a question but a command.

"A-alone?" He asked nervously.

Carley, seeing the fear on Bens face volunteered to stay with him. "I can stay with him, I don't mind." She was just worried about Lee and Clementine being there, it didn't really bother her that she would be missing out on a meal, it was just the safety At the Dairy...

As the group approached they spotted Lee and Mark running into the dairy, but there was something wrong... It was Mark, he had an arrow sticking out of his shoulder, Lilly was the first to notice.

"What the hell happened?!" Lilly exclaimed, looking over to Lee and mark.

"Hey, y'all" Kenny said, then noticed the arrow in Marks shoulder, Katjaa had noticed it as well.

"Mark, my god, are you okay?" She asked concerned.

"Yeah, it just really freakin' hurts. Maybe I should just pull it out.." Mark laid his hand on his shoulder.

"Oh, no don't worry, Brenda's got you, why don't you come with me inside and I'll have you fixed up in no time." Brenda said as Mark nodded and followed the older woman into the house.

"Lee!" Clementine greeted running over to Lee and hugging him.

"Hey, sweet pea." He said as he returned the hug. "How was the trip over here?"

"It was long." She said slightly giggling.

"Lee, what the hell happened?!" Lilly asked once again.

"It was like a goddamn ambush, bandits. " came the honest reply.

"Bandits? Are you serious?! This place isn't safe we can't stay here." She demanded.

"No, it is safe here, we had a deal with those fuckers they weren't supposed to mess with us. We've never had them attack like this" Andy pleaded their case.

"Lee, maybe you could come with me to check out their camp? We won't stand for this shit." Danny stated.

"Okay, sounds like a plan." Lee nodded.

"Just let us know when you're ready to head out." Andy said,"Oh, and I fixed that swing over there for the kids."

"A swing!" Clementine gasped in excitement. "Come on Duck!" She immediately started running towards the swing joy showing on her face.

"Cool!" Duck shouted as he ran after Clementine.

Lee looked over at Clementine waiting for her turn on the swing while Duck was being pushed by Kenny under the shade of the big tree. He was glad to see her so happy and excited for once, and decided to walk over and ask to push her on the swing. "The swing looks fun, want me to push you?"

"Will you?" Clementine asked excitedly.

"Of course." He smiled down at the young girl. "Hey Ken, mind if I push Clem for a while?" Kenny nodded and Duck hopped of the swing anxious to get back on.

Clementine carefully sat down on the swing as she started to feel the motion of it swaying back and forth as Lee pushed her. She was happy to have something that was like the normal times. It reminded her of how her mom and dad would push her on the swing at the park, she really did miss little things like that in all truth. "Do you think things will ever get back to normal?" She finally asked.

Lee thought about the question for a moment, he wanted to give her an honest answer. "Yeah, maybe not yet, but someday, things have got to get back to normal."

Clementine smiled, she was glad she wasn't the only one that was thinking that way. She thought she was just getting her hopes up, but Lee was mostly always right, so she believed his answer fully.

3 hours later...

Carley couldn't help but catch herself thinking about Lee again. Lately she had been doing a lot of that. She soon snapped out of her thoughts and started to wonder when the group would be coming back, it was quite lonely at the motor inn without Lee or Clementine. "Hey Ben..." She finally started to say after a couple minutes of thinking.

Ben looked up at her on the RV. "Yes?" He asked a little nervously.

"I think we should go to the Dairy.. They've been gone way to long, it's starting to get dark. And by the look of those clouds it looks like it's going to rain soon." Carley said while looking up at the clouds.

"Uh o-okay. But doesn't someone have to stay and watch the motel? What if someone gets in?" He asked.

"That's a risk we have to take, the group is more important then safety, well at least that's how I see it." She said. "You can either come with me or stay, it's up to you, but I'm going."

Ben knew he couldn't change Carleys mind, once she had her head set to doing something she was going to do it, he had realized that throughout the short time he had known her. "I-I think I'll come with you." He finally said, not wanting to be left alone.

"Lets head out." Carley said as she put a new clip into her Glock 17, she'd prefer it over any other gun. Then they headed out the front gate to the Dairy.

Meanwhile at the Dairy...

Lees eyes opened slowly as he looked around with blurry vision after being hit in the head with the back of Danny's gun. All he could hear was Lilly vomiting and Larry screaming and banging on the door. As his vision cleared he saw Clementine quickly run over to him once she realized he was awake. He then became very concerned wondering if they had done anything to her.

"Lee.." She said as she looked at him with fearful eyes.

"Hey Clem, you okay? They didn't hurt you did they?"

She shook her head. "No, how are we going to get out of here?"

"Lee, those psychos have my family! We've got to get the fuck out of here!" Kenny demanded, obviously scared for the well being and safety of his family. He really hoped that they weren't hurt, or even worse, dead.

"Don't worry, I'll find us a way out of here, we just have to work together." Lee said to Clementine and Kenny.

"Lee? Can I help?" Clementine asked, she just wanted to get out of there and back to the safety of the motor inn.

"Sure, sweet pea. Just look for any openings that we can get out of here from." He answered as he, himself started looking around. In his opinion Larry banging on the door and yelling threats was defiantly not helping. So he decided to walk over to Lilly. "Hey, your dad screaming isn't really helping our situation."

Lilly just looked at her dad. "Dad, you need to calm down, your heart." She told him. With his heart condition if be had a heart attack, they didnt have his Nitroglycerin pills, which could lead to something very serious. She just needed to keep him relaxed to prevent anything bad from happening.

"No these fuckwrs better open the door!" Larry said as he continued to yell and bang on the door.

"Ken, I think I found us a way out of here." Lee said happily and pointing to a vent on the wall.

"Really?" Kenny grinned, "lets get out of here!"

But soon all of their attention was turned to Larry falling to the ground grasping his chest "Dad!" Lilly screamed as she ran to her fathers side. "His hearts stopped beating I think he's had a heart attack" Lilly said with worry evident in her voice. "Somebody help me!"

"Shit...if he's.." Kenny started to say, "Lee you know what has to happen." Kenny looked over to Lee.

"No! He's NOT dead! Help me! LEE!" Lilly pleaded with tears welling in her eyes.

"I don't wanna see!" Clementine ran to the corner of the meat locker and covered her eyes.

Lee looked to both of his fellow group members. Kenny was his best friend but he had to do the right thing, even if it meant Kenny hating him after that. He had to be a good example for Clementine. Lee ran over to Lilly's side. "Is he breathing at all?" He asked concerned.

"No, no I don't think so.." Lilly said still trying to wake her dad up.

"Here, let me take over." Lee said as he started giving Larry CPR.

Carley and Ben...

As Carley walked through the forest with Ben all she could think about was which one of the group members were in danger, if not all of them. The worry must have been showing on Carleys face because Ben had tried to tell her they were probably fine.

"I'm sure they're okay. There are more of us." Ben stated hoping his answer was right.

"Yeah, maybe... But then again, maybe not." She said while sighing. "I jus-" Carley was cut off by a growling noise. Both her and Ben knew what that meant. "Shhh.. Get down." She said as she pulled Ben down behind a bush by the shoulder. She then got out her gun ready to shoot at any moment if a walker dared to get too close to her or Ben.

Back at the dairy...

Lee rushed out of the barn while Lilly watched Clementine. He was glad Lilly had jumped out and attacked Danny when she did. If she hadn't things might have gone even worse. "Kenny?" Lee called quietly wondering where he was. Then, he heard a rustling in the bushes. He tensed for a moment when he saw a walker, but was relieved when he saw someone stab it with an arrow. But who would have done that? He soon saw a familiar face in the darkness of the night. "Carley?" He whispered hopeful.

"Lee?" She said back peeking her head up.

"We need your help, they chopped off Marks legs and tried to feed them to us!" He exclaimed. "They've got Katjaa and Duck in the house, Larry is dead and I don't know where the fuck Kenny is."

"Shit.." Carley said in disgust. "Yeah we figured when you guys didn't come back something was wrong. What can we do?"

"Come in through the back, there is an entrance there it's safer to go that way." He instructed. "Do you have a weapon?"

"I don't leave home without it." Carley stated as she put a new clip into her gun. "We're coming in, Ben stick close and Lee be careful." She said as her and Ben walked around to the back.

Lee really hoped they wouldn't see Carley coming in, he didn't want her to be in anymore danger than she already was. He then crept up to the house and Brenda asked if he was Danny. He responded with "I left Danny in the barn, he got what he deserved." That answer must have scared Brenda because she gasped and went back inside.

"Lee!" Katjaa yelled as her and Kenny ran out of the house after a gunshot was heard. "Where's Duck?!"

Lee looked to his right and to his horror Andy had a gun pointed at the scared young boys head as Kenny ran over.

"Let him go motherfucker!" Kenny demanded.

"Shut up!" Andy yelled as he shot Kenny in his side causing him to fall to the ground in pain.

"Kenny!" Katjaa yelled as she ran to her husbands side, checking his wound. Thankfully it wasn't to serious and Kenny wasn't dead.

"Dad" Duck whimpered, with tears falling down his face.

Out of no where a bullet came rushing towards Andy's head, hitting him right in the forehead. As Lee looked back to see who it was he saw Carley standing there with her gun still pointed and an unreadable expression on her face. He then looked down at Andy's lifeless body. He had no idea what happened to Brenda but he didn't care. Lee walked over to Lilly and grabbed Clementines hand. "Lets get out of here. " he said as he started walking out the gates with Clementine and Carley close by with rain pouring down on all of them.

As the walked through the forest back to the motor inn Carley decided to approach Lee. "Hey, I'd say I'm sorry for leaving the motel unattended but, you know." She said slightly looking down.

"I'm glad you showed up when you did, if you hadn't taken that shot at Andy we might not have gotten out of there. " Lee admitted.

"Were they really killing people? For food?" Carley asked still shocked by what had just happened.

"Yeah, Clementine almost ate some." He said horrified of how Clementine would react if he wouldn't have got downstairs in time to stop her.

"But?" Carley asked wondering how she hadn't.

"I stopped her. This world now, I can't leave her alone Carley... There's just unspeakable things happening." Lee stated in disgust.

She nodded understandably. "Oh, Katjaa managed to grab this." Carley said as she pulled out a camcorder from her purple vest pocket and reaching her hand out to give it to Lee. "She said it was with your stuff."

"You can have it if you want." He offered.

"Nah, why don't you keep it. Sometimes it helps to have something you can document your thoughts on." She smiled and handed it to him.

"Thanks." He took it and smiled. Then they all suddenly stopped, hearing a car engine. Then Lee spotted it, an abandoned car full of supplies.

"Whoa.. Guys you gotta see this!" Kenny started, "there's a shitload of food and supplies in here!"

The whole group was eventually surrounding the car. But Lee didn't think it was right to just steal the supplies. For all they knew the owner of the car had a group just like they did, and without it that group could die.

"We gotta take this." Kenny told the group. "It could save us!"

Lilly looked down in sadness. "Not, all of us.." She said bitterly.

"This stuff isn't ours we shouldn't take it." Clementine finally spoke up. She always wanted to do the right thing. That is something she learned from her guardian Lee. She looked up at him hopeful that he would take her side.

"Clementine's right. We can't take this, if you guys are going to take it regardless of what we say, then we don't want any part in it. It's not right. " Lee stated as he felt Clementines tiny hand slip into his and felt her squeeze his hand gently. He looked down at her and smiled. He knew no matter what the two of them were a team and had each others backs always, which Clementine thought as well.

Kenny and the rest of the group started taking supplies out of the trunk, besides him, Clementine, and Carley. He had just noticed that Carley was not participating in the little raid either. He looked at her and smiled. Until she walked over to him with a serious look on her face.

"Lee, you're going to want to see this." she said as she approached him with the camcorder that he had given to her to try to fix on the way over to the car.

Lee let go of Clementines hand as he leaned in closer to Carley to see the video. As the video started playing Lee was shocked. It was that woman in the woods that Danny had shot when they were looking for the bandits and someone else.. Someone they all knew. They were betraying them. Lee and Carley both shared a shocked glance. How would they deal with this?


	3. Chapter 3: Who did it?

As Carley walked into Lees room, he said "I can't believe he would betray us like this."

"I know, I just can't believe it was... Glenn." Carley said in a frustrated voice. "He was helping the bandits, they shot Mark, and now he's going to help them track us down? How could he do this?"

Lee sighed in annoyance, something was always going on, they could never just relax. But he didn't expect any less, it was a zombie apocalypse. "Should we tell anyone?" He asked, knowing Carley was always smart when it came to decisions.

She thought for a minute, her brown eyes looking downwards, then she looked back up into Lees soft dark brown eyes. "Yeah, they might be pissed but. We have to. It could prevent something bad from happening. I don't want anyone else dying and I'm sure you don't either."

Lee nodded in agreement. "You're right, we can't risk having the group in anymore danger than they already are." He paused for a minute. "Uh, who do we tell first?"

Carley shrugged. "Everybody deserves to know, maybe we should tell Kenny first. Lilly might not be in the mood to be talked to right now."

"Yeah, lets go." Lee said as he quickly grabbed Carleys hand. "You're coming with me, I'm not doing this alone, I think he may still be a little mad at me."

"Don't worry I wasn't going to let you do it alone in the first place." She laughed.

Lee shook his head as he walked over to Kenny hand in hand with the small woman. Him and Clementine had a new addition to their team. "Hey, uh, Kenny?" He said with hesitation.

Kenny turned around to look at him. He wasn't really mad at the man, he was just hurt that Lee didn't take his side. "Yeah, Lee, Carley?" He asked

"Someone is betraying all of us, a friend." Carley came out with it.

"What? Who?! Lilly? She ain't no friend!" Kenny stated in a voice filling with anger. They could see it in his face, whoever was betraying them he wasn't letting them get away with it without a fight.

"No, man." Lee started, "it was, Glenn. He was on that camcorder we found with that woman Danny shot in the woods, bandits too. They're spying on us, watching us."

"Shit!" The mustached man exclaimed. "Why the hell would he do this to us?!" He clenched his fists trying to contain his anger, now seeing that Duck and Katjas were looking at him, Clementine was now standing in between Lee and Carley.

"Lee, whats going on?" Clementine asked quietly, her eyes filled with worry.

Lee looked down at the little girl hoping his answer wouldn't scare her. "Sweet pea, Glenn was with bandits they're watching us. Don't worry about it to much though, okay Clem? Carley and I will keep you safe. "

The little girl nodded grabbing Lee and Carleys hands tightly. "What are we gonna do?"

"We're gonn-" Kenny was stopped by Lee.

"Kenny, we're going to deal with this without unnecessary violence. Right?" Lee asked raising an eyebrow.

Kenny looked down in disappointment. "Yeah..." The only plan he did have involved violence.

Soon, Lilly walked over and Kenny walked over to his family to explain what was going on. "What the hell is everyone talking about?" Lilly asked with annoyance evident in her voice.

"Bandits are watching us, Glenn is with them." Carley answered.

"Fuck, someone had to have made a deal with them or something. How else would they have found us?" Lilly said angrily.

"Glenn knew where we were." Lee stated truthfully.

"That's true. But what would they want from us?" Lilly asked.

"Who knows. So, what are we going to do?" Carley asked, hoping someone had an idea.

"We just keep closer watch. If we see anyone that looks dangerous, don't hesitate to shoot." Lilly ordered them.

"We might shoot an innocent person!" Carley argued, crossing her arms.

"It's better than having bandits kill us all." She argued back walking away.

Kenny walked over to Carley, Lee and Clementine once again. "She's crazy, I say we get out of here right now." He demanded.

"What about Ben and Lilly?" Lee asked. "We're not just going to leave them."

"They can come. But I'm leaving tonight whether Lilly likes it or not. If she doesn't want to come I'm not arguing all night." Kenny said as he walked away the same way Lilly had.

Clementine looked up at both Lee and Carley. "Are we going to leave here?"

Carley just looked at Lee, she thought leaving would be a good idea but she wasn't going to go anywhere without Lee or Clementine, she couldn't.

Lee exchanged a look with Carley. "I think we should go. If the bandits know where we are then we can never really be safe. How do you feel about leaving here, clem?"

She thought for a minute then looked back up at the two adults standing in front of her. "I think we should, go, I don't want the bandits to hurt us." Clementine answered honestly. The bandits scared her and she wanted to get away from them and be safe.

"Alright, then I think that's what we should do." Lee said receiving a nod from Carley.

Clementine smiled she was glad they would be going somewhere safe. She walked over to Duck who was already back to drawing on the cement with chalk and joined him.

"I'm glad that's over with." Carley said, looking up at the awkward teenager who was on watching top of the RV. "What do you think Ben will have to say about all of this?" She asked looking over at Lee.

"He'll probably come with us in the RV, we all know he doesn't like being alone." He replied back. Suddenly he smiled at Carley. "Hold still for a second."

"What is it?" She asked smiling as Lee wiped a piece of dirt off of her cheek with his thumb.

"Must've been from earlier." He smiled.

"Oh, thanks." She laughed slightly.

Lee chuckled and put his hand on the smaller woman's shoulder leading her to his room. "Mind helping me get my stuff together to leave?"

She smiled. "Alright, but you have to help me later then." She said as they walked into his room.

"Of course." Lee replied closing his bedroom door, due to the fact that Kenny and Lilly were once again arguing. That meant Kenny must have told Lilly about his plans of leaving.

"So, what stuff do you need help with?" Carley asked.

Lee smiled. "Over here."

15 minutes later

Clementine and Duck both covered their ears due to the arguing. "Lets go to my room." Clementine said as she started walking towards the room her and Lee shared. As she approached the door she saw Carley walk out. "They're arguing." Clementine warned.

Carley looked over at Kenny and Lilly. "Yeah I know, clem just come in here, Lee just sent me to come and get you." She said as she put her hand on Clementines shoulder lightly allowing her to come in along with Duck.

"Well I'm leaving! Stay for all I care!" Kenny shouted at Lilly who was insulting his plan.

"Yeah, and where exactly do you plan on going?" She yelled back. She was tired of Kenny always thinking he had the best idea of what would be the safest for the group.

Kenny crossed his arms. "An abandoned house or something. It would be much safer than here."

"Yeah li-" before Lilly could finish she was stopped by an arrow hitting a wall near them, as she looked over towards the gate it was a dreaded sight that no one wanted to see, the bandits.

The rest of the group came out of their rooms seeing the bandits and grabbed their weapons. Ben attempted to shoot when he saw them but failed and ran down and hid behind a couch.

Lilly grabbed a riffle and shot one of the bandits then took cover on the side of the motel wall.

Carley ran behind the couch where Ben was, he was just sitting there in fear, she wasn't going to let him just die. "Ben you have to sneak to the RV, I'll cover you. Just move fast." She whispered as she shot one of the bandits perfectly in the forehead.

"Okay." Ben said, happy that someone had finally come to help him. As he dashed towards the RV he heard bandits dropping to the ground with every shot that Carley fired.

Lee was behind the RV with Clementine, Duck, and Katjaa inside. He looked over at Carley shooting bandits. "Carley run over here, I'll be your cover." He said wanting to protect Carley he didn't want her dying, he couldn't let that happen.

She nodded as she ran towards the RV, but something stopped her, or someone. She looked behind her quickly and realized it was Glenn. Was he helping her? Or was he going to kill her? She struggled to get out of his grip but he wasn't letting go. "Glenn what are yo-" her eyes suddenly widened in shock.


	4. Chapter 4 A Turn Of Events

As Carleys eyes widened Glenn put his arm around her firmly and placed a gun to her head.

Carley winced at the pressure of the gun against the side of her head, expecting him to pull the trigger at any moment. Her eyes wandered to Lee, who had a shocked expression on his face. She continued looking at him her eyes pleading for him to do something.

"Let her go." Lee said carefully as he aimed his gun at Glenn. He wondered what had happened to Glenn, why he was against them now. The bandits must have told him some sick fake story he thought.

Glenn whispered to Carley. "I'm not going to hurt you, just go along with what I'm doing so we can get out of here. They think I'm on their side, but I've been trying to get away from them for a while now.. And look I'll explain the rest later, okay?" He finished as Carley nodded, hoping that Glenn was being honest.

"Lee, don't." She mouthed as Lee looked at her confused. "Trust me." Carley whispered as Glenn walked with her to the RV with the gun still pointed at her head, while the other bandits watched carefully. They soon got into the RV Glenn quickly shut the door and pulled the gun away from Carleys head.

"Guys, hurry drive!" Glenn demanded. "I'm not helping them we have to get out of here."

Kenny started the RV and sped off through the fence, leaving a gaping hole in it.

Clementine who watched the events through the RV window ran up to Carley and Lee who were standing against the wall next to each other and hugged them tightly. She was glad they were both okay. They were the two people she looked up to the most. "A-are we safe now?" She looked up and asked Lee.

"Yeah I think so, sweet pea." He smiled and ruffled the little girls curly hair. "Don't worry."

Clementine smiled slightly and sat on the couch of the RV with Lee and Carley doing the same. Clementine laid her head on Lee as he wrapped a protective arm around her.

Carley looked over at the two people next to her and smiled. "Thanks, by the way."

"For what?" Lee asked looking over at Carley.

She shrugged. "For at least saying something to Glenn in an attempt to help me."

He smiled. "That's something you don't have to thank me for, I would have done that regardless."

Carley was about to say something when Lilly walked over. "We need to figure out who caused this." Lilly stated angrily. "Glenn, care to do some explaining?"

Glenn looked at everyone, hopeful that the group would believe him. "Well about a month after I left you guys, I ran into those bandits they took me back to their camp and forced me to help them. If I didn't they said they would kill me and make sure to do the same to all of you. I've been trying to get away from them for quite some time but never saw a good chance to escape without risking anyone's safety." He finished his summed up story.

The group just looked at each other. "Well.. Explain why they attacked us." Lee finally said curious to hear why.

Glenn shrugged. "That I'm not sure about. They said something about some sort of deal being broken. But I don't know if that's true or not."

Lilly looked around her anger rising and evident in her face. "Who did it?"

Ben sat in the corner of the RV in fear, afraid to say anything. Carley looked at Lee just as clueless as to who had done it as he was. Kenny looked over to katjaa and Duck and shrugged. Glenn just stood there awkwardly, knowing Lilly he knew she was going to snap.

"Fine no one wants to confess?.. " she looked around. "Carley. Is there something you want to say?" She accused.

Carley just stared at the other woman in disbelief for a second. Why me? She thought. "Please." Carley finally said.

"We have to get it out of you then." Lilly threatened.

"Back off." Carley warned.

Lee was just as shocked as Carley and didn't want to just stand there and watch her get accused for something he knew she would never do. "Carleys trustworthy, I know she had nothing to do with this." He defended her.

"Thank you, Lee." Carley said grateful that someone had her back in the argument.

Then, Lilly suddenly turned to Ben. "Ben, it was you wasn't it? Or was it you AND Carley?"

Ben answered in fear. "I-I didn't do it. Look just let me out, I don't like where this is going."

"Leave him alone." Carley said, trying to protect Ben.

Before Lilly could say anything back, the RV jerked to a stop and they all heard a thump.

"Whats going on up there?" Carley asked.

Kenny turned to the group."I hit something, we're going to have to stop." He said as he walked out of the vehicle to examine what he hit.

"We can deal with this now then." Lilly said."everybody out." She demanded.

"Lilly.." Lee warned.

"OUT." She repeated herself as she stepped out of the RV.

"Clem you stay inside with Kat and Duck, okay?" Lee told the little girl. "Everything will be fine."

She nodded as she sat next to Katjaa and Duck in the front of the RV.

As Carley and Lee exited the RV meeting the rest of the group, Lee stood next to Carley touching her arm slightly, as some sort of comfort.

She looked at him and gave a slight smile, until she saw Lilly walk over. Apparently they had hit a walker and Kenny was going to deal with it.

As the argument went on Carley was getting irritated of being accused and Lilly pointing her finger at Ben as well. Just as Ben looked like he was going to break down. Carley couldn't help herself she had to say something. "You think you're some tough bitch don't you? Like nothing can hurt you. But you're just a scared little girl. Get the fuck over it! Take a page from Lees book and try helping somebody for once." She finished as she crossed her arms over her chest.

Lee looked over at Carley, then looked at Lilly who looked way beyond furious. He had never seen her look this mad.

"This.. Fucking walker!" Kenny yelled in an irritated tone.

Everyone turned around to look.

"You need help Kenny?" Lee asked

Kenny nodded. "Yeah that would be good. Glenn why don't you come help me, seeing as you are not really involved in the argument.. But everyone needs to calm the fuck down." He said as Glenn walked over to help.

As Lee was turning around he saw that Lilly had a gun out. Even worst, she was pointing it right at Carleys head. As Carley turned around he saw Lilly's finger tighten on the trigger. He couldn't lose Carley. Not now, he just couldn't.


	5. Chapter 5 Why?

"Now, what the fucks the problem?" Kenny asked after finally pulling the walker out from under th veichle.

And just as soon as he said that Lee grabbed Carleys arm and pulled her close to him wrapping his arms around her. A bullet flew passed her face barely missing her. Lee sighed in relief as Carley stood frozen in shock for a minute than turned around, hugging Lee tightly as she slightly shook in fear.

"What the fuck Lilly?!" Kenny shouted as he ran up to her knocking the gun out of her hand.

Lilly looked at Kenny even angrier than before. "She can't be trusted!" She argued.

Lee hugged Carley back, but released to pin Lilly against the RV, making sure she didn't dare to try anything else. "Why?" Was al Lee could get out of his mouth. It all happened so fast. Carley could have died, Lee couldn't imagine what he would have done to Lilly if she would have succeeded in her attempt.

"Lee she can't be trusted, i was only trying to do what was best for the group." She argued.

Carley stepped beside Lee and crossed her arms. "By killing me?! I had nothing to do with the bandits attacking us." she said defending herself. She had so much on her mind right now, how she almot got shot and what she wanted to do to Lilly right now, the groups saftey, where her family was and of course Lee who she could never seem to get out of her mind even at tmes like this.

Lilly didn't even respond she just shot Carley a hateful look as Lee continued to glare at her angrily.

Since Clementine was with Katjaa and Duck sh didn't know what was going on outisde. All she heard was a gunshot and the adults argueing back and forth. This worried her. Was someone hurt? Were there more walkers? she thought.

Ben looked around making sure no walkers were approaching as Kenny walked out from the RV after explaining to his wife what had happened. "Come on Lee, she's a murderer. We can't have her with us." Kenny stated. "We're leaving this crazy bitch for the walkers."

"I'm a murderer?" Lilly quwationed. "You've had Lee with you this whole time!" She looked at Lee expecting him to get an earful from the rest of the group, not that his secret was out. "He killed someone before all of this."

Carley looked at Lilly in disbelif that she had said that. This was none of her buisness it was Lee's she had no right to just tell evryone. But it didn't matter, not that Lilly knew but a couple days back Carley had told him to tell the people in the group that he trusted about it because it would be better if they heard it from him.

"I dont give a shit what he did before." Kenny argued.

Lee looked at Carley and smiled slightly. He was glad he decided to trust Carley and take her advice it really did pay off in the end. By now he had let go of Lilly and made up his mind about what the group was going to do with her. As Lee was about to speak Lilly beat him to it.

"You know?" She asked very much surpised. She didn't think anyone knew about this.

Kenny glared at her. "He told me, and i dont give a fuck."

"I agree with Kenny on this one." Carley finally said, giving her honnest opinion.

"Exactly, if we take her with us, how long untill she gets me? Or what if she takes another attempt at killing Carley? You wouldn't want your girlfriwnd dying now, would you?" He asked, slightly amused by what he had said.

Lee looked back at Lilly. "You're not coming with us." He stated as he walked over to Kenny and Carley who were standing by the entrace of the RV.

"I'll die out here." Lilly said with a sad yet angry expression on her face.

Kenny, Carley, and Ben, who was too afraid to say a word, all walked into the RV. Each of them gave Lilly a hateful look on their way in. "I dont care." Lee said as he joined them, giving Lilly one last glance before he got in the RV and shutting the door. Then just like that, they drove off, leaving Lilly stranded and alone.

Clementine sat on the couch of the RV with Lee in the middle of the two. She laid her head on his side as he wrapped his arm around her. "Lee? Carley?" Clementine started to ask.

"Yeah Clem?" Lee and Carley said in sync, which caused them both to smile. Although Carley was still thinking about the whole, almost getting shot in the face thing. I mean, who wouldn't?

The little girl looked up slightly to see the two adults faces. "What happened with Lilly outside of the RV?" She asked curiously and cor=ncerned.

Carley and Lee both looked at eachother for a moment wondering wheither if it would be right to tell her or not. Ultimatly Carley decided to let Lee choose what to do. After all, he was like a gaurdian to Clementine and she didn't want to get in the way of that. "Well Clem" Lee started, " She thought one of us was trading with the bandits and got really angry. She tried to shoot one of us and we had to leave her behind. We just couldn't risk her hurting one of us r putting anyone in danger like that."

Clementine nodded, understading that things like this had to happen for the sake of the groups saftey. "Oh i see.." She said, not really even wanting to ask who almost died. She soon drifted off to sleep in Less arms.

Carley looked at them and smiled. "Hey um, thanks for saving me.. Again." she thanked gratefully. " If you hadn't have done that, i would be dead right now."

He looked over at Carley and smiled. "Car, i couldn't lose you. not after everything we've been through together. And as Kenny would put it, how could i let my girlfriend get killed?"

She smiled and blushed slightly, as Lee put his free arm around her and she laid her head on his shoulder.

After a few minutes of talking, they soon both fell asleep, Carleys head on Lees shoulder and his head laying on hers, with Clementine wrapped in his free arm. Ben was sitting at the table n the RV just looking down with his head in his hands. He hadn't said a word since the whole Lilly inccident. Kenny and Katjaa chatted away in the front of the RV with Duck sleeping in his mothers arms. Kenny mostly talked about his plans of finding a boat and getting the hell off the land. Katjaa was actually getting tired of hearing about it, but there was no point in argueing about it. They had to do whatever they could to survive. That was all that was important, survibal and Family. Even friends now were like your family. Thats the way Kenny felt about Lee, Carley and Clementine. Not so much Ben though.

**Everything was normal, Then Clementine just jumped up trying to attack Lee. "Get of of me! What happened?" He panicked. Clementine was growling and trying to take a chunk out of Less flesh. He tried to keep her away but she was very strong for a walker and bit into Lees neck. Then...**

Lees Eyes shot open, as he jerked awake. He sighed in relief realizing it was just a dream. Carley awoke a few seconds after, feeling him jerk. she rubbed the sleep out of her ees and looked at him, he looked terrified. "Lee, are you okay?" She asked,putting her slim hand on his cheek. worried about him.

He nodded. "Yeah just a nightmare." He answered as he looked down at Clementine. "It was about her.."

Carley stopped him. "Hey, you don't need to talk about it, it's fine whatever it was, won't happen. I know you'll do everything in your power to protect her, and i'll be there to help you out."

"Thanks, That means a lot Carley." He said as he laid Clementine down on the couch and stoof up, noticing that the RV was stopped and they weren't driving anymore. "Hey uh, Ken? Why are we stopped?" Lee asked curiously as he walked over to Kenny at the front of the RV.

"The road is blocked, theres a huge tanker in front of a train outside, go have a look for yourself." He answered motioning his hand towards the door.

As Lee was walking out of the RV Carley followed him, as they stepped outiside and saw what they had to get through to pass by they looked at eachother and wondered how they would manage to get it down. "Got any ideas?" Carley asked.

Lee smirked. "Well some, but not related to our problem here."

Carley just glared at him. "Really Lee?" she couldnt help but laugh though.

He just shrugged as the rest of the group joined them. "Maybe we could just, walk around it?" Ben suggested.

Kenny shook his head. "That's fucking stupid Ben."

_**A/N: So, I'm going to try to update this story more often because i know there was quite some time passed between chapters 3 and 4. Plus, i know how hard it is to wait for chapters to come out for the fanfics I read, so i'm trying to make it easier for those of you reading ;) Also, thank you for the positive reviews they really mean a lot. If you have any suggestions feel free to Personal message me or leave a review. **_


	6. Chapter 6 The Train

_**A/N: Hey, sorry it took so long to get this chapter out. I've been busy with school. But, on the bright side it's the end of the school year so I will be writing a lot more often once it ends. I also apologize for this chapter not being very long. I also realize they I accidentally said there was a tanker at the end of the last chapter I did not mean to put that, so don't be confused that I only talked about the train blocking the way in this chapter, because they have not encountered the tanker situation yet. Sorry if this is confusing. Anyway, I hope you enjoy this chapter. I put in a couple CarLee moments. :) **_

After a few minutes of talking they all decided it would be best to camp out in that area for a while, between the train and all the brush , it seemed like a pretty safe spot. Katjaa sat on a log along with Duck, Clementine and Ben.

"This is fucking ridiculous!" Kenny screamed. He was obviously frustrated and just wanted to get to Savannah and on a boat.

Lee looked at Kenny. "Calm down, this train might actually work." He said trying to be optimistic.

"I'll go have a look at it then, maybe you should look in the boxcars for any supplies. " Kenny suggested to Lee. He was a bit more calmed then he had been a minute ago.

Lee watched as Kenny started walking towards the rusty looking train, he just hoped it would work. His concentration broke from the train when he felt a light pressure on his shoulder, he turned his head to the side seeing it was Carley and smiled.

"In deep thought?" She asked while smiling back at him. Then looking over towards where Lee had been looking, at the old looking train.

He nodded. "Yeah, I'm gonna have a look in the boxcars, see if there is any supplies. Want to join me?"

"Sure, there's not much else to do. " she stated, as they both started walking towards the train, while passing Clementine and Duck collecting leaves that had fallen from the trees, probably for a leaf rubbing which Clementine loved doing. Lee was the first to open the sliding door and hop into the boxcar then, Carley following close beside him. They both looked around the dusty train. There were stacked boxes a few blankets and pillows, and some other useful looking items.

Carley looked up at Lee. "It looks like someone is staying here. Or at least you would think so." He nodded In agreement.

"Sure does look like it. Lets hope they're not still here." Lee said while picking up a clipboard. "Whoa.." He gasped.

"What is it?" Carley asked as she moved closer to see the item in his hand. "Whoa is right.. Those are directions to savannah aren't they?"

"They are." He confirmed. "This should get Kenny less off edge. I'll go take it to him. "

Carley turned around about to walk out of the boxcar. "Good id-" before Carley could finish she let out a quick but not so loud scream.

"Whats wrong?" Lee asked concerned but as he walked over to where she was he realized what had scared her. There was a man standing outside the train looking up at them.

"You touch any of my stuff?" The stranger asked, not really showing any emotion. He looked homeless. Technically they all were but it seemed like he was before this whole mess. He was also an older looking man.

Carley turned to Lee, not sure if they should answer that. "..Just a map." Lee replied honestly.

The man looked at the two. "You can have that, I've got it all memorized." He said while pointing to his head.

"So... You live in this train?" Cayley asked curiously.

The man nodded. "By the way I'm Chuck, Charles if you're fancy." He stated.

"I'm Lee, this is Carley. Sorry to invade your space." Lee apologized, wondering if they would still be able to use the train to get to savannah or if they would have to go with another plan.

"No apology needed. I've already met the rest of your group they warmed up to me quick." Chuck said.

Carley and Lee glanced at each other as they walked out of the boxcar to talk to the rest of the group about this. Chuck following behind them.

Clementine looked up at Lee while holding a piece of candy. "You met Chuck!" She said excitedly nibbling on the candy happily. Lee smiled along with Carley. "He gave Duck and I candy! Ben too." The group looked over towards Ben who looked up from his candy awkwardly, then continued to eat it.

"That's great sweet pea. " Lee said but then looked over wondering if she was thinking the same thing as him. Was that candy safe for her to eat? He thought. She must have been because she questioned Clementine about it. "Does it taste okay?"

Clementine nodded. "Yeah it's good" she said with a smile as Duck shoved the rest of his candy in his mouth. Katjaa chuckled at the sight.

"Alright I'm going to go give these directions to Kenny. Could be useful." Lee stated as he walked back over towards the train as Carley sat down next to Clementine.

About an hour Later..

Lee was glad him and Kenny were able to get the train working as the group started to get onto the train and Kenny sat in the front ready to start it. They were grateful that Chuck didn't mind them taking it, even though he was coming along with them. After they had all gotten safety in the train Kenny started it and it drove off slow at first but began to become faster. Clementine decided to sit in the corner with Duck as they drew in a notebook Lee had found in one of the boxes. Katjas and Kenny were in the drivers section of the train while Ben sat next to Chuck while the old man strummed his guitar. Carley sat on the other side of the train watching Clementine and Duck while they colored like she used to at the motor inn to pass time when she had nothing to do. Lee decided to sit next to her. "Hey." He greeted.

"I'm glad we got this train working." She said. "Although, I hate to admit it but I think I'd rather be back at the motor inn. " Carley looked up at him.

He smiled as his deep dark brown eyes met her soft light beautiful brown ones. "I agree with you on that."

She looked into his eyes and smiled to herself. They had definitely become even closer since the motor inn, they have always had that natural connection since the first time they met they just didn't realize how big it was until now, and they couldn't imagine life without each other. Carley slipped her small hand into Lees larger one, as he squeezed her hand gently smiling. She laid her head on his shoulder as they began to talk about their past lives again. Clementine looked over and smiled, then got back to drawing when Duck started attempting to color in what she had drew.

"No!" She exclaimed. "Stay on your side of the paper." Clementine laughed as she shoved his hand away. Duck continued to color, unfazed but on his side of the paper.

Lee smiled at the sight and soon noticed Carley had fallen asleep on his shoulder and put his arm around her comfortingly. If things kept going like this, maybe they would all make it through this, he thought. He was glad he had Clementine and Carley, they made this whole mess a lot easier for him.


End file.
